No Personal Liability of Directors, Managers, Officers Sample Clauses

No Personal Liability of Directors, Managers, Officers. Employees and Members 119 Section 12.08 Governing Law; Waiver of Jury Trial 119 Section 12.09 No Adverse Interpretation of Other Agreements 120 Section 12.10 Successors 120 Section 12.11 Severability 120 Section 12.12 Counterpart Originals 120 Section 12.13 Table of Contents, Headings, etc. 121 Section 12.14 Payment Date Other Than a Business Day 121 Section 12.15 Evidence of Action by Holders 121 Section 12.16 Benefit of Indenture 123 Section 12.17 Language of Notices, Etc. 123 Section 12.18 U.S.A. Patriot Act 123 Section 12.19 Force Majeure 123 Exhibit A FORM OF NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of October 17, 2023, among Civitas Resources, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time (as defined herein) and Computershare Trust Company, N.A., as Trustee (in such capacity, the “Trustee”). The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 8.625% Senior Notes due 2030 (the “Notes”):
Sample 1
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No Personal Liability of Directors, Managers, Officers. Members, Partners, Employees and Equityholders 135 Section 12.06. Governing Law 135 Section 12.07. Waiver of Jury Trial 135 Section 12.08. Force Majeure 135 Section 12.09. No Adverse Interpretation of Other Agreements 135 Section 12.10. Successors 135
Sample 1
No Personal Liability of Directors, Managers, Officers. Employees and Stockholders 30 Section 1.15. Concerning the TIA 30 Section 1.16. Counterparts 30 Section 1.17. USA PATRIOT Act 30 Section 1.18. Waiver of Jury Trial 31 Section 1.19. Force Majeure 31 NOTE FORMS Section 2.01. Form and Dating 31 Section 2.02. Execution, Authentication, Delivery and Dating 31 THE NOTES Section 3.01. Title and Terms 33 Section 3.02. Note Registrar, Transfer Agent and Paying Agent 34 Section 3.03. Denominations 35 Section 3.04. Temporary Notes 35 Section 3.05. Registration of Transfer and Exchange 35 Section 3.06. Mutilated, Destroyed, Lost and Stolen Notes 36 Section 3.07. Payment of Interest; Interest Rights Preserved 37 Section 3.08. Persons Deemed Owners 38 Section 3.09. Cancellation 38 Section 3.10. Computation of Interest 38 Section 3.11. Transfer and Exchange 38 Section 3.12. CUSIP, ISIN and Common Code Numbers 39 Section 3.13. Issuance of Additional Notes 39
Sample 1
No Personal Liability of Directors, Managers, Officers. Members, Partners, Employees and Stockholders. No past, present or future director, manager, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their parent companies or entities shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees, the Security Documents or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
Sample 1

Related to No Personal Liability of Directors, Managers, Officers

  • No Personal Liability of Directors, Officers Employees and Stockholders No director, officer, employee or stockholder of the Company shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Noteholder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  • No Personal Liability of Directors, Officers, Employees and Shareholders No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a director, officer or employee of the Adviser is or becomes a Trustee, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

  • No Personal Liability of Shareholders, Trustees, etc No Shareholder of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law. No Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, he shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 5.1 shall not adversely affect any right or protection of a Trustee or officer of the Trust existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

  • Personal Liability of Shareholders As provided by applicable law, no Shareholder of the Trust shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or any Portfolio (or Class) thereof. Neither the Trust nor the Trustees, nor any officer, employee, or agent of the Trust shall have any power to bind personally any Shareholder or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay by way of subscription for any Shares or otherwise. The Shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation of personal liability as is extended under the Delaware General Corporation Law to stockholders of private corporations for profit. Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust or to any Portfolio shall include a recitation limiting the obligation represented thereby to the Trust and its assets or to one or more Portfolios and the assets belonging thereto (but the omission of such a recitation shall not operate to bind any Shareholder or Trustee of the Trust or otherwise limit any benefits set forth in the Delaware Act that may be applicable to such Persons).

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

  • Liability for directors, officers or employees You acknowledge and agree not to make any claim personally against any employee, director or officer arising out of the work and services provided under these Terms of Business. This clause does not in any way limit or affect our liability to you as set out below.

  • Indemnification of the Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

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